The Company is not required to comply with the UK Corporate Governance Code or the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013, as published by the Quoted Companies Alliance.
However, the Directors recognise the importance of sound corporate governance and the Board intends, so far as is practicable for a company of its size, to implement certain corporate governance recommendations.
The Board of SolGold plc is made up of one Executive Directors and three Non-Executive Directors. Brian Moller chairs the Board and Nicholas Mather is an Executive Director. It is the Board’s policy to maintain independence by having at least half of the Board comprising non-executive Directors who are free from any major business or other relationship with the Company. The structure of the Board is designed to ensure that no one individual or group is able to dominate the decision making process.
The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Company’s affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements.Formal agendas, papers and reports are sent to the directors in a timely manner, prior to Board meetings.The Board also receives summary financial and operational reports before each Board meeting. The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference.
All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of his duties.
One third of the Directors retire from office at every Annual General Meeting of the Company. In general, those Directors who have held office the longest time since their election are required to retire. A retiring Director may be re-elected and a Director appointed by the Board may also be elected, though in the latter case the Director’s period of prior appointment by the Board will not be taken into account for the purposes of rotation.
Audit and Risk Management Committee
The Audit and Risk Management Committee, meets not less than twice a year and is responsible for ensuring that the financial performance, position and prospects of the Group are properly monitored as well as liaising with the Company's auditors to discuss accounts and the Group's internal controls.
The members of the Audit and Risk Management Committee are Brian Moller (as Chair), John Bovard and Robert Weinberg. The Executive Directors attend meetings by invitation, if appropriate.
The Remuneration Committee meets at least once a year and is responsible for making decisions on directors.
Remuneration of any Executive Directors is established by reference to the remuneration of Executives of equivalent status both in terms of the level of responsibility of the position and by reference to their job qualifications and skills. The Remuneration Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company. Such packages include performance related bonuses and the grant of share options.
The members of the Remuneration Committee are John Bovard (as Chair), Nick Mather and Brian Moller.
Health, Safety, Environment and Community Committee (HSEC Committee)
The HSEC Committee is responsible for the overall health, safety and environmental performance of the Company and its operations and its relationship with the local community. The full Board of the Company currently fulfils this role.
Share Dealing Code and AIM Rule Compliance
The Company has adopted a model code for share dealings in Ordinary Shares which is appropriate for an AIM company, including compliance with Rule 21 of the AIM rules for Companies relating to the Board's and employee's dealings in Ordinary Shares. The Company has also adopted an AIM Rules compliance policy.
As an AIM traded, UK incorporated company, SolGold plc is subject to the UK City Code on Takeover and Mergers legislation.